SAVINGSNOW.COM COUPON ADVERTISING AGREEMENT

SavingsNow, a service of Tectonic Concepts, Inc. ("SavingsNow", "we", "us", "our") operates a web site at http://www.savingsnow.com and http://louisville.savingsnow.com. We agree to provide to the Advertiser ("you", "your") certain advertising services from time to time according to and so long as you agree to and abide by the terms of this Coupon Advertising Agreement.

Coupon Advertising Specifications and Positioning. Any coupon placed by you, including without limitation, an offline print, online code, online link or wireless coupon on SavingsNow ("Coupon Advertisement") must meet the specifications identified in the SavingsNow Advertising  section of the SavingsNow web site, as updated and modified by SavingsNow from time to time. We will place the impression(s) and type(s) of Coupon Advertisements submitted to SavingsNow by you from time to time to be displayed by us on SavingsNow. You will provide all information for the Coupon Advertisement, in accordance with our policies in effect from time to time, prior to publication of the Coupon Advertisement.

We shall not be required to publish any Coupon Advertisement that is not in accordance with our policies or specifications.

Terms of Payment. You agree to pre-pay the fee(s) identified on the SavingsNow Web Site according to the schedule of fee(s) set forth in the SavingsNow Advertising section Rate area of the SavingsNow web site prior to SavingsNow posting your Coupon Advertisement.

Term and Renewal. This Coupon Advertising Agreement will begin on the Effective Date set forth above and continue until your prepaid impression balance equals 0. You can chose the option to automatically renew your advertising buy at a rate that you pre-submit. For purposes of this Agreement, "Term" shall mean the Initial Term and any Renewal Term(s). Any acceptance of any Coupon Advertisements during the Term shall be in our sole discretion. Pricing for the Coupon Advertisements is subject to change by us from time to time.

No Assignment or Resale of Coupon Space. Except as otherwise indicated herein, you may not resell, assign or transfer any of your rights under this Coupon Advertising Agreement, and if you attempt to resell, assign or transfer your rights, we may immediately terminate this Coupon Advertising Agreement, and your Coupon Advertisements without liability to us.

Limitation of Liability and Disclaimer of Warranties. In the event that we fail to publish any Coupon Advertisement in accordance with the terms of this Coupon Advertising Agreement (or in the event of any other failure, technical or otherwise, of such Coupon Advertisement to appear as provided in this Coupon Advertising Agreement), OUR SOLE LIABILITY TO YOU SHALL BE LIMITED TO, IN OUR DISCRETION, EITHER (I) A REFUND OF THE ADVERTISING FEE PAID BY YOU FOR THE SPECIFIC COUPON ADVERTISEMENT WHICH WAS NOT PUBLISHED ACCORDING TO THIS COUPON ADVERTISING AGREEMENT; OR (II) RE-CIRCULATION OF THE COUPON ADVERTISEMENT AT A LATER TIME IN A COMPARABLE POSITION. IN NO EVENT SHALL WE BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS (EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). Without limiting the foregoing, we shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, Internet or communications failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond our control affecting production or delivery in any manner. Furthermore, we do not represent or warrant that SavingsNow will meet your objectives or needs. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND WE DISCLAIM ANY WARRANTY REGARDING THE NUMBER OF VIEWS OF ANY COUPON ADVERTISEMENT OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM THE DISPLAY OR USE OF THE COUPON ADVERTISEMENT.

Your Representations; Indemnification. Your Coupon Advertisements are accepted upon the representation and warranty that (i) you have the right to publish the contents of the Coupon Advertisement, without infringement of any rights of any third party, including but not limited to copyright, patent, trademark, trade secret, confidentiality or other proprietary right; (ii) your Coupon Advertisement complies with our advertising standards; (iii) the use, reproduction, distribution or transmission of the Coupon Advertisement, including without limitation any hyperlinks in the Coupon Advertisement, does not and will not violate any laws or any rights of any third parties, including but not limited to false or deceptive advertising or sales practices, unfair competition, antitrust, defamation, discrimination, pornography, or invasion of privacy; and (iv) your Coupon Advertisement complies with all applicable laws. IN CONSIDERATION OF OUR PUBLICATION OF YOUR COUPON ADVERTISEMENTS, YOU AGREE TO INDEMNIFY AND HOLD US (AND OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) HARMLESS AGAINST ANY AND ALL EXPENSES AND LOSSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) INCURRED BY US (AND OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) IN CONNECTION WITH ANY CLAIMS OF ANY KIND ARISING OUT OF PUBLICATION OF THE COUPON ADVERTISEMENT AND/OR ANY OF YOUR MATERIAL TO WHICH USERS OF SAVINGSNOW CAN LINK THROUGH YOUR COUPON ADVERTISEMENT.

Coupon Advertisements. We reserve the right to approve, omit, edit for content or reject any Coupon Advertisement for any reason at any time. In addition, we reserve the right, at any time, to remove any of your Coupon Advertisements if we determine, in our sole discretion, that the Coupon Advertisement, or any portion of the Coupon Advertisement, violates any of our policies or may result in liability to us, in which event we shall refund to you a pro-rata portion of the fee which you paid to us for display of that specific Coupon Advertisement. SavingsNow reserves the right to reject or cancel any advertisement, Coupon Advertising Agreement, space reservation or position commitment at any time. In addition, SavingsNow shall have the absolute right to reject any URL link embodied within any advertisement. SavingsNow’s failure to reject, cancel, approve, omit, edit etc. shall not be construed as acceptance of a coupon nor would this negate other parts of this agreement, specifically with respect to liability.

Cancellation. Except as otherwise provided in this Coupon Advertising Agreement, a submitted Coupon Advertisement is non-cancelable by you, however you can make a coupon inactive or reactivate a Coupon Advertisement at any time.

Construction. No conditions other than those set forth in the Coupon Advertising Agreement shall be binding on us unless we expressly agree in writing.

No Agency. The parties to this Coupon Advertising Agreement are independent contractors and this Coupon Advertising Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.

Notices. We will provide all notices to you to the contact person and at the address or fax number identified on the front side of this Coupon Advertising Agreement. You must send all notices to us at: accounts@savingsnow.com, or such other address as provided on the SavingsNow web site from time to time.

Miscellaneous. This Coupon Advertising Agreement (i) shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts of law; (ii) may be amended only by a written agreement executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Pennsylvania, Allegheny County and further agree that any cause of action you may bring arising under this Agreement will be brought by you exclusively in a state or federal court located in the Commonwealth of Pennsylvania, Allegheny County. In the event that any provision of this Coupon Advertising Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Coupon Advertising Agreement will remain in full force and effect. The waiver of any breach or default of this Coupon Advertising Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

Defamation, Copyright and Trademark Claims
SavingsNow is a provider of an interactive computer services for purposes of 47 U.S.C. section 230. As such, its liability for others' conduct and information is limited as described therein. Further, SavingsNow is a service provider pursuant to the Digital Millennium Copyright Act.

Pursuant to the Digital Millennium Copyright Act, SavingsNow has designated an agent to receive notifications of alleged copyright infringement on the Services:

Business and Legal Affairs
Tectonic Concepts, Inc.
3213 Haddon Road
Louisville, KY  40241
Tel: (502) 767-8050
E-Mail: accounts@savingsnow.com

Amendment
SavingsNow may amend this Agreement at any time by posting the amended terms on its Web site. This Agreement may not be otherwise amended except in a written document signed by you and SavingsNow.

This agreement was last revised on September 3, 2002.

I ACKNOWLEDGE, I HAVE READ, AND UNDERSTAND THE ABOVE TERMS AND CONDITIONS AND I AM AUTHORIZED TO SIGN THIS AGREEMENT ON BEHALF OF ADVERTISER. BY SUBMITTING YOUR ORDER AND CREDIT CARD THIS ACTS AS AN OFFICIAL SIGNATURE.